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HomeMy WebLinkAboutMaster Services Agreement - Spevco Special Vehicles Company - Experiential Vehicle for VPA1316 COUN'ry-Ci ry BUILDING 227 W. JEFFERSON BouLEVART) SU I BEND. INDIANA 46601-1830 CITY OF SOUTii BEND PETS BuTTiGIEG, MAYOR BOARD OF .PUBLIC WORKS February 13, 2018 Travis LeFever Spevco Special Vehicles Company 8118 Reynolds Road Pfafflown, NC 27040 RE: Master Services Agreement Dear Mr, LeFever: PHONE 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on February 13, 2018, approved the above referenced agreement to design and build an experiential vehicle for Venues, Parks, and Arts in the amount not to exceed $600,000, Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251 . Sincerely, �-c Linda M. Martin, Clerk Enclosure c: Patrick Sherman, Venues, Parks and Arts GARY A. GILOT SUZANNA M. FRITZBERG EuZABETH A. MARADIK JAPE rs A, MuEi,tx'R TiiFw�.'sr J. DO,RAU Design & Build Master Services Agreement This agreement is entered into on February 07, 2,018 between City of South Bend (herein referred to as "Client") and SPEVCO, Inc. located at 8118 Reynolda Road, Pfafftown, NC (herein referred to as "SPEVC0"). In consideration of the mutual terms and conditions herein, the parties agree to design, build, and operate a Special Event Vehicle as follows: Section I - City of South Bend, IN Experiential Recreational Vehicle Platform The vision of this product includes, but is not limited to: Custom fabrication, uniquely identifiable shape arfeatures Industrial quality and commerclally branded - Integrated small performance stage/platform (suitable for acoustic act, Zurnba instructor, awards ceremony, etc.) . Integrated video board, display capable ofbeing clear?y viewed in daylight o integrated audio systemsyncing to video display and at least S additional inputs (114" Line -In and XLR) integrated lighting ,systernfor performance area and exterior environment Hi -speed wi-ft connectivity extended to users within immediate proximity of vehicle Capable of self -power (battery or generator) and shore power Operable in all weather conditions (heat„ humidity, rain4 cold) Preference for drivable vehicle over towed unit. If unit is to be towed, the towing vehicle should be similarly branded and fat into the experience Storage capabilities (on -board, via towable trailer, or in towing vehicle) • Considerations for energy efficiencies or carbon -neutral operations Named vehicle, (i.e. "Oscar Meyer Weiner Mobile" or "Hershey Kissmobile") Complementary to Venues Parks &Arts mission, logo, and colors One -of -a -kind spectacle, not seen elsewhere, designed to surprise and delight Ability to "tell a story" behind the unique design of the vehicle Additional branded infrastructure to use at events, such as pop-up tents, feather banners, table cloths, stanchions, etc. Vehicle will be programmed by in-house VPA staff, and will rotate seasonal(y to include activities around plystcalfitness, music, arts, healthy eating, ecological stewardship, cultural awareness, and civic pride. Vehicle will be maintained by in-house VPA staff and City of South Send fleet managers. Final product should include warranty information, comprehensive maintenance manuals. ope."c,ir,ad vel-fleles', company . . . ....... 7Ijt; 6100 8110 RwmNd,i 1 iond 270,10 Section 2 - Delivery Method Design -Build contract delivery method that allows the client to have early cost certainty, less risk, and more flexibility during a project. Approved work phases are incorporated by Purchase Order as the work progresses, Design Build allows client and vendor teams from engineering, marketing, sales, and fabrication to work together throughout to deliver a better project, Section 3 - Proposed Schedule of Work Cal�aborativ sigrt,+�iinrk Artti�` ted Pest @ r1ad is'�ebrua�yC"� 3©1 Q- 0►pr1115, 201$ Provide hound 2 and. Round S (final) creative design and concept work for client review Provide Engineering drawings for approval for final structural, mechanical, instrumentation, and finishes Provide technical review for Client's selected audio video and information technology components Additional services are available as requested by client Fabricatlon & Testing Work.lgnticlppated Build Period 1s April"15, 2!018 - August 15, 2018 Material and Labor to fabricate Upper & bower Trailer Chassis Material and Labor to fabricate articulating components (stages, awnings, expanding pods, etc) Material and labor to fabricate and install Systems (Hydraulic, Electrical, Pneumatic, HVAC, AV / 1T, etc,) Material and Labor to fabricate and install finish components (walls, ceilings, flooring, lighting accessories) Material .and Labor to fabricate and / or install Audio visual equipment as designed Material] and Labor to fabricate and / or install information Technology equipment as designed Material and Labor to fabricate and / or install exterior branding components for trailer platform Material and Labor to fabricate and / or install interior display components as designed Material and Labor to fabricate and / or install branding for selected tow tractor Road Testing Shakedown Welght Ticket and Watertight Testing DOT Compliance Inspections Final Quality Audit Final Acceptance Testing (IT integration and multiple cycle testing) n_4 Client Safe Use Training (1 day) Client shall participate fully in the design process and make timely decisions asnecessary in order to create accurate layout plans, renderings, and lime -item estimates of ultimate fabrication costs. 4 Section 4 - Design & Build Budget Example Milestone Payments Price Design Deposit $2S,000 All payments due prior to departure date. Release To Engineering $25,000 One (1) Experiential Recreational Vehicle Release To Manufacturing $200 0,00 Fabrication Completion Payment $200,O00 Final Acceptance Testing and Training complete Contingency Budget $150„000 Contingency amount will include all associated extra costs including branded accoutrements.; vehicle specific accessories, and other programmatic items whether it is supplied by Spevco or not. !11 :Fees listed above are example budgets. Actual costs and payment schedules will be incorporated to this agreement only by Purchase Order. The total consideration of this agreement shall not exceed the sum of six hundred thousand ($600,000.00) dollars. Any payment the client may deny, withhold, or delay shall not be subject to penalty or interest under IN code 5-17-5, Issuance and acceptance of a. Purchase Order shall incorporate the Pt) by reference herein. Note. This agreement includes 34 staff visits for four (4) City of South Bend project team members. All fees as agreed to via PO are identified as fixed unless noted otherwise. SPEVCO'S fees are a computation of all aspects of the build project. Any late payments are cause for a temporary suspension of the program. Any late payment must be approved, in advance, The schedule above is the expected and agreed upon payment schedule and acts as notice of the payment terms per this agreement. • Payments are due not later than 3S days from the date of invoice is received by client, • Changes to the schedule or damages to the platform may result in additional fees Expenses can be reconciled quarterly and appropriate adjustments made based on actual schedule, days, miles, and events. specia r.�.; spcvro' No � ��; i...,��� [sVYXd'd .jti�¢a�bEP1,, 4�e,De Ytta(PVowjl*� NAY}4p'x Section 5 - Standard Terms and Conditions Term The Agreement shall be to effect from the date of signing until the work is complete, notwithstanding enduring provisions. Fees and payment of those fees shall be as listed in the Agreement and Incorporated by reference. Late payments are cause for suspension of the program. Section 5 of the Agreement acts as notice of the payments due dates per this agreement. If a purchase Order outlining additional services for additional periods is offered by the Client and accepted by SPEVCO, the term of this agreement shall be extended until such services have been completed. Insurance SPEVCO Insurance does not cover negligence of non-SPEVCO personnel, for example, vendor brand ambassadors and client employees. Client agrees to provide proof of the following insurance for Branded events: Contiatevert;jiiUtnlll:Cpl,,LC11bUity, - CGL with limits of at least $1,000,000 each occurrence and $z,000g000 Annual Aggregate. This requirement may be satisfied by a CGL Special Event policy. SPEVCO shrill be named as Additional Insured, Client shall provide liability coverage that is primary and non-contributory and hereby warrants same. Commercial-1111.1i1 _eb - Umbrella coverage with limits of at least S1,000,0Oo. SPEVCO shall be named as additional insured. Client shall provide liability coverage that is primary and non-contributory and hereby warrants same, LiquD Liability - Client hereby warrants that Alcohol shall not be served or consumed at the event space. Client warrants to actively control the environment, prohibiting the consumption of alcohol in the event space. in the event alcohol is consumed in or around the event space or on the vehicle, by signing this agreement Client accepts all responsibility for every, any, and all injury; harm or incident and fully indemnities SPEVCO from every, any, and all liability for same. if Alcohol shall be served or consumed, Client agrees to provide or purchase a Liquor Liability Policy. 7N.0] i4t.C5 CGlttjlc*1iSitti4JL ltltd..FtnplGyea S Z, dibliily - Employers Liability Insurance limits of at least $500,000 each accident for bodily injury by accident and $500„000 each employee for injury by disease, Worker's compensation shall be in compliance with all statutes. • Vh- aver off Subrogation and Flow Novell - Client waives ail rights against SPEVCO, its parent and Affiliates, each of their respective officers, directors, agents, or employees for recovery of damages and will have a waiver of subrogation endorsed to all insurance required herein, if Client hires any subcontractor(s) br relation to the covered event, the same insurance provisions of the subcontractors) shall be required, Confidential Relationship Parties agree to maintain the confidentiality of non-public information during the term of this agreement or until such information becomes public knowledge through no action of SPEVCO or until client advises SPEVCO there is no further need,. t Parties agree to not disclose, use, reproduce or otherwise disseminate any confidential information for 18 months after the termination of this agreement, Parties agree to use best efforts and take reasonable precautions to prevent the unauthorized dissemination of confidential information, • Parties agree to limit internal disclosure and use of confidential information to employees and agents with a need to know while fulfilling any obligations under the terms of this agreement. Parties agree to not to use confidential information for their benefit or the benefit of another entity. Parties agree to require employees or agents to abide by terms of this agreement regarding confidential information. Parties agree to return to the other party all Confidential information, including, but not limited to all documentation, writings, disks, or other rnedia referring to or about it at the conclusion of the term of this agreement or upon written request of either party at any time, „ a�.'f'-�,E.rt.� irr li•.,� � tf,(JCD.,.„ F.➢DJ .., ..���, �,�_.�..m.. ...._... .........,...w� ti .,� e s Hflyn')4ln ttwO , laffl r) o. —, 270401. All confidential Information remains the property of the originating entity or third party entity initially owning the proprietary right to It and no license or other rights in such confidential Information Is granted to either SPEVCO, Client or any third party. Non -Solicitation of Personnel During the term of this Agreeinent and for six (6) months after the termination of this agreement, neither SPEVCO or client, on their behalf or behalf of others, may solicit, persuade, entice or employ any full -tine, part-time or Independent contractor managerial, executive, sales, operational or customer service personnel from the other party's organization. "fiats provision shall not apply to a person Involuntarily terminated, Intellectual Property Rights SPEVCO hereby assigns to Client all right, title and Interest in and to any and all intellectual property rights, including copyright protections, in the designs, artwork, music, written work, computer programs, electronic storage media, video or audio tapes or other materials produced pursuant to this Agreement or pursuant to the agreement by SPFVCO to supply the Display for the Client, all of which shall be considered works for hire, provided that any such materials previously developed by VEVC0 other than specifically pursuant to this agreement which is of a generic nature and suitable for use in connection with projects for other clients, shall be and remain the sole property of SPEVCO. Compliance SPEVCO-, In the performance ofits job assignment under this Agreement, shall comply With all applicable municipal, county, state and federal laws and regulations bearing on the performance or obligations hereunder. SPEVCO further agrees to require it agents, employees, contractors to be bound by the terms of this Agreenieht. Force Majeure Neither party shall be liable or bear any responsibility for faRmo or inability to perform its obligations hereunder due to any contingency or cause beyond its reasonable control, including, but not limited to, fires, floods, wars, accidents, labor disputes or shortages, inability to obtain materials, equipment or transportation, acts of God or any similar cause beyond the reasonable control of such party. Indemnification SPEVCO shall indemnify, defend and hold harmless Client, Its parent and Affiliates and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, actions, causes of action, fines, losses or damages whatsoever and any cost and expense related thereto, including reasonable attorney fees, arising from SPVWCO's negligence in the performance of this Agreement or otherwise resulting from SPEVCO's negligence in performing the work or services furnished to or on behalf of Client hereunder. client shall Indemnify, defend and hold harmless SPEVCO, its parent and Affiliates and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, actions, causes of action, fines, losses or damages whatsoever and any cost and expense related thereto, including reasonable attorney fees, arising from the Client's negligence arising out of the operations or maintenance of the exhibit. Relationship ofthe Parties Parties intend that the relationship wider this Agreement be that of an independent contractor. The client is interested solely in the results achieved; conduct and control of the work will lie solely with SPEVCO. Nothing contained herein shall be construed to create a partnership or joint venture, to create the relation of principal and agent or employer and employee between the parties. I- Oc, P el c, a VE) cx) r n pa I ly wmv vJwvca Corp 336 924 VUO 9! idHeiomd,l Po .. ylhlf!ovn1 1,X �I(Mo Should SPEVCO contract, hire or retain any employees, independent contractors or other agents to perform the services or provide the equipment or materials under this Agreement, the parties intend and SPEVCO warrants that no relationship of principal and agent or employer and employee is created between Client and the above parties, SPFVCO agrees that any personnel or independent contractors assigned to perform any services pursuant to this Agreement shall at all times conduct themselves in a manner that will not cause any possible harm to the reputation, goodwill or customer perception of the Client, Client's employees, services, products or trademarks, and that SPEVCO shall remove Capon request of Client any personnel or independent contractor who shall fail to conduct themselves so, No Assignment No assignment of this Agreement, in whole or in part, shall be valid or binding on Client without prior written consent to such assignment by Client. Should. Client consent to an assignment of this Agreement, SPEVCO shall. remain responsible to Client for the performance of the duties and responsibilities under this Agreement„ Successors All rights and liabilities given to, or imposed upon, the respective parties shall extend to and bind the respective heirs, executors, administrators, successors and assigns of the parties. No rights, however, shall inure to the benefit of arty assigns of SPEVCO unless Client has approved the assignment to the assignee in writing as provided above. Entire Agreement This Agreement embodies, all of the terms and conditions of the contract between the parties hereto with respect to the subject matter hereof. There are no statements, representations or warranties which are not included in this Agreement. If any part or parts of this Agreement are declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall continue to remain in full force and effect, Modifications No modification, alteration or variation of the terms of this Agreement shall be valid unless made in writing, with reference specifically to this Agreement and executed by all of the parties. Termination SPEVCO or Client shall have the right to terminate this Agreement, with or without cause, by giving the other party ninety (90) days prior notice in writing of its decision to do so. If SPEVCO terminates this agreement without cause, the fated and variable costs shall be pro rated as of the effective bate of termination, within ninety (90) days after that Client shall pay any further amount due or SPEVCO shall refund any unearned amount to Client as the case may be. Also, Client shall not be liable for any early termination fees and vehicle restoration costs in the event of such termination without cause by SPEVCO. Upon termination of this agreement, all amounts due either party shall be payable. Upon termination of the Agreement, in whole or in part, SPEVCO is entitled to payment to the extent services provided by the Agreement. w Additionally, Client agrees to compensate SPEVCO for partially completed services based upon the portion of services completed, and by any reasonable estimates provided, Upon receiving written notice of termination, SPEVCO agrees to take all reasonable measures to mitigate its fees, expenses and third party fees. ..�WW;tp yr oc2rrn s;;di 923,71GO $.tP3Fg, i,7 k<Lti Rn art. P,diimi, NG 2r040 Upon written termination of this Agreement, in whole or in part, SPFVCO shall be reimbursed within ninety (90) days for reasonable expenses authorized and incurred hereunder to the extent such expenses were in anticipation of providing the services. Damages Neither party shall be liable to the other for incidental, consequential, indirect, exemplary, special or contingent damages including but not limited to loss of production, idling of labor, loss of profit, loss of use or loss of contracts, regardless of whether the other party has been informed or is otherwise aware, or should be aware, of the possibility of such damage or loss, Notices, Headings, and Governing Law Any notice or other instrument authorized or required to be given or furnished to either party under this Agreement shall be provided to the other party by the most efficient and timely means, including, but not limited to U S Post Office First Class mail, overnight delivery service, hand delivery or other acceptable means mutually agreed upon by both parties. Said communications shall be delivered to the addresses listed in this agreement Headings are supplied for convenience only and are not to be construed as an interpretation or modification of any of the language of this Agreement, Indiana law shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties. )edal vc',J�ii lec, compariy C R040 ...... . ..................... PATF IU CERTIFICATE OF LIABILITY INSURANCE 81 kkiw� 1 22) i 2 0 MIVPYYYY' 17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: It the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be eneforset It SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement, A statement on this certificate does not confer r!jhte to the certificate holder In lieu of much andorsementis). IrneFra&irviaLLC IX ­1_.l­e84­n3if5OMr'111G­1_Myers CI_C.- .C...IS... R 5100 560 Ce-.,Road FMjon myersap56yPlION! ,ADDRESS aImerandcay.com...... :harlot@ NC 282 10, MURM 8146 1 INSURER 13 :LIBERTY INS CORP 3PE%/CO. Inc, 5118 Reynoida Road "faMown NC 27040 VERAGES CERTIFICATE NUMBER! 188:3128191 REVISION NUMBEW r I 0S IS TO CERTIFY VHAF I HE POUGM; OF INSURANCE USTED BE I, fM HAVE BEEN VSSIJEO 10 THE INSUACI) NATTED AROVE FOR I HE POI, ICY PER koE) INDCAKO NOIWIMSTANLPING ANY REI'NARErIENI TERM ON CONDIOQN OF ANY rXINTRAcr OR OTHER DOGUNIENT INIIH RESPECI IfUWHICH IHIS GERFIFIGATE MAY BE 15,'OJED OR MAY PERTAIN, THE ft,3URANCE AFFORDED BY THE POIACIES DES(;HIDEC) HEREIN IS 506,WCT TO ALL THE TERF.VS EX(3 USIONS, AND CONDITIONS OF YWHPOUCIES 10115SHOWN PAAYHAVF SEEN FIE DUCEDBY PAID UAIPAS TYPEA. r4 M&O DD, 11,11, tIMUS . .. ......... JA I uY GFfiflAl WEI]LITY 11 U ki &p N PICO )"j nV _�O _ " uR 1 1 1916 $00 NXI L MI,.1116' t 6001 Ni") ""Al" 1'MV t, 11" Al W A I Y' _ I'm"o tlwa P� 14 AC I x 11% 4 A l�4'E Ell "TIrm"r, , AV, t alo w'dwl' I ,' JI I d 00 L11!0, 11' ITS GOD fx ]_E'L Fi i A (t. UrV 1441TWN 01 CV&NM tlONS r r S AIVWS v'rrdvar L S I A" OID U11. AMIU111IJ Rommki s(W.141W, way to^'Vqw lvu'w um, -, -4 Iol"n 'A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AWTHr,RVI, 0 RFr1Iq4LNrAIw 1908-2016 ACORD CORPORATION. All HQ111% reserve, ACORD 26 12016;03) The ACORD nonw And logo are registered marks of ACORD 1. Please read the agreement on the previous page to make sure you understand all the details involved with us working together. It's really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship. 2, if you have any questions at all, please lotus know. We're happy to clarify any points and there maybe, some items that we can sort out together. We're committed to finding the best way to work together, 3. Once you feel confident about everything and are ready to move forward, you may click the "sign here" button. 4. Sign in the box that pops up to make the acceptance official. 5. Alternatively, you may use the buttons at the bottom to save a PDF copy, print and sign. 6. Once we receive notification of your acceptance, we'll contact you shortly to sort out next steps and get the project rolling. 7. We'll email you separate copy of the signed contract for your records. S. If you'd like to speak to us by phone, don1hesitate to cafll Gary Gilot - President City of South Bend, IN board of Public Works James Mueller - Member City of South Bend, IN Board ofPublic Works Elizabeth Maradik - Member City of South Bend, IN Board of Public Works ZeresMember T eDorau- Member City of South Bend, IN Board of PVblic Works J //Y li'a g - memb Ulu City of South Be id, IN Board of Public Works of Sales and Marketing Spevco Inc, oop("X.�IE-fl Vehi(:-;1e,s c.o, rripr,.-ariy mm .. . . . .. ...... spevcx) com I C'A n24 R 100 1 A 1113 Reynnida Roved Phi ftvin NC 27040 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 02/06/2018 Department VPA: Facilities & Name Patrick Sherman Grounds BPW Date 02/13/2018 Phone Extension 5601 LA Agreement Lj Contract N Proposal Award U Addendum ❑ Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening 0 Quote Award F� Change Order No. ❑ CIO & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control F] Other: Company or Vendor Name S evco Special Vehicles Com an New Vendor ® Yes ❑ No ❑ If Yes, Approved by Purchasing MBEIWBE Contractor ❑ MBE ❑ WBE MBEIWBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name Venues Parks & Arts Experiential Recreational Vehicle Project Number 1028-2017 Funding Source Fund 201 Account No. 201-1101-452.37-11/12 Amount Not to Exceed $600,000.00 Terms of Contract Estimated completion in August, 2018 PurposelDescription Agreement to design and build an Experiential Vehicle for VP ® Required Contractor's Certification Form Attached (Non - Collusion. Non -Discrimination. Non -Debarment, E-Verifv. Iran. etc.' Amount of ❑ Increase $ ❑ Decrease $ Previous Amount $ Current Percent of Change: % New Amount Total Percent of Change: % Dispersal After Approval Copy Original ❑ ❑ ❑ ❑ ❑ ❑